X-Men: Limitless
by bryceb68
Summary: Professor Xavier is creating a team of mutants. Their duty it to bring peace to humans and mutants. It is very difficult though with rising tesnions betweent the two and the Brotherhood showing just how bad mutants can be. The X-Men will have to extend beyond their limits to stop Magneto and bring peace back to mankind.
1. New Student

_**AN: Hey guys, tell me what you think. I plan to make a new universe for X-Men and I am in the process of making one of Batman as well. I am making a Batman Smut series and am starting an X-Men one as well. Tell me what you think of the Angel and Jean pairing. Should I go with Jean and Scott? I feel like that is overused. Any pairing ideas are welcome. Any reviews at all are welcome really. Hope you enjoy.**_

_**Xavier Institute**_

Prof. X sat in his office. A young man sat in front of him. The boy was wearing a trench coat and a large hat that covered most of his head. He looked down at his feet.

"Kurt, you don't have to wear that here. Everyone in this facility is a mutant just like you, and will hold no prejudice against you." Xavier said. The young boy lifted his head to reveal a devilish face. His blue skin made him look demonic, but his eyes showed that he was just a scared boy, seeking refuge.

The boy took his hat off, revealing his hair. It reflected his pigment, making it look almost blue as well, but it was black by nature.

"Thank you, Professor Xavier. I don't know where I would have gone if you had not offered this opportunity to me. I am very thankful, but I must ask. What do you do here?" The boy asked. His accent was very thick making his demonic appearance even more threatening.

"Well you see, Kurt. Here at his facility, I offer young mutants such as you a safe haven of sorts where they can live without being prejudiced. I only ask that you work with me and the other students to learn about and control your abilities."

"I believe that I can comply with your wishes, but there is not much to learn about my abilities. The only thing that provides any questions is my ability to transport, and event that is simply a mystical, unexplainable curse, much like my appearance." Kurt said.

"I have learned in my many years investigating the mutant phenomenon that most things can be explained by research. My other students can attest to my conclusion. They have all underwent my tests and I have uncovered that all of their abilities are the cause of genetic mutation."

"I don't believe that I am quite like the other students though, Professor. Do any of them have a distinct appearance such as my own?"

"None quite as extreme as you, but all mutants are changed in a way that makes it hard to blend into a so-called normal situation. Speaking of that have you had this appearance your whole life or have you transformed into this only recently. Maybe it would be best if you tell me the whole story of your life." Prof. X prodded.

"I was raised by a lovely couple in Germany. They say that they found me floating down a river next to their cottage. They kept me a secret from the town because of my appearance until I was almost ten. They taught me everything. One day a visitor came to our home when my parents were away. By the time my parents got home, there was an angry mob surrounding the house. They killed my parents.

"They finally broke into the house. This is when I first discovered my teleportation ability. They were almost up to the attic where I was hidden. I looked out the window. I looked at the road, quite a bit away from the house, wishing that I was there, not in the house, and suddenly I was. I didn't think about it at the time. I merely thought of it as one of God's miracles. I found my way to a town not far away from my house. I was mesmerized by the world's beauty that I had never seen before because of my sheltered life. I soon realized though that the world could be very cruel as well.

"I sought refuge until one day I came across a traveling circus. The man who was in charge very reluctantly took me in but he only put me in the freak show. People laughed at me, but at least I was safe. One day during rehearsal I saw the trapeze artists and was amazed by it. I tried it in secrecy and found that I was very good. One day I was discovered and I was instantly given a solo act under the big tent. One day I fell during an act, but I teleported to safety.

"The ringmaster asked me to include it into my act, and we soon became famous. For six years we were the biggest hit in Germany, but then when news of what mutants were came to Germany, our circus was shut down due to the face that most of the workers and performers there were mutants. I hid for quite some time. I eventually teleported my way onto a plane going to America. I found that America was only slightly more understanding of the mutant kind than Germany.

"I have moved all over the country teleporting on and off planes, until I wound up in this area, where you then came in touch with me."

"Your story is very interesting Kurt. You will find that some of the other students have similar stories to your own. I believe it is time for you to meet them." Prof. X said, wheeling out from behind his desk. The exited his office.

Kurt was very surprised at how elegant and extravagant the mansion was. He found it hard to believe that they could practice their abilities here without causing any damage. Even the lawn looked impeccable.

Prof. X led him into an elevator. He pressed a button and they began their descent.

"Below the mansion is where we test all of their abilities and undergo other such… activities."

"What do you mean by activities?" Kurt asked, confused. He felt that Prof. X wasn't telling him everything.

"Here at the Institute we undergo different tasks. Sometimes mutants are being trapped. We have to go on missions to save them sometimes. Sometimes we have to go save them from the government or raging mobs." Prof. X said.

The doors suddenly opened revealing an ultramodern, technologically advanced dwelling. It was well-light, metallic, and seemingly futuristic. Kurt was captivated by the place. Prof. X led him into a room. It was a room with a huge dashboard of controls. It had a window that looked down at a vast room. Five people were below stretching for some sort of exercise routine.

"This room is dedicated to learning to control your abilities and practice them in an entirely safe setting. The students below will be going through a rigorous training session that will test their abilities and teamwork. This room is called the Danger Room, but I can assure besides a few bumps and bruises, you are never in any real danger." Prof. X said. He then pressed a button and started speaking into a microphone.

"Children, our new student is here with me right now, so when you are done with you exercise please come up to the observation deck."

After they were done stretching they walked out to the middle of the room. Professor pressed a button and a woman's voice rang through the Danger Room, counting down from ten. Kurt felt himself getting a little excited when it started to near zero.

Men started appearing around the room. The counter was still going, but they seemed to just be getting ready. Kurt was about to ask, but Professor Xavier answered it before he could speak it.

"They are robots with holograms projected onto them to make them more realistic. It is very advanced technology, but luckily with the combined intelligence of me and Hank McCoy, one of my students, we keep it running very finely."

The counter ended and the robots around the room began attacking. One of the men shot up into the air. He had pure white wings sprouting out of his back.

"That is Warren Worthington. He is 24. When I discovered him, he had already taken the helm of Angel. He was a local urban myth. He had saved his share of people already before he came here. He can be very cocky, but he does have a very good heart. He probably has the easiest time blending into normal life out of anybody in the Institute, because he can fold his wings very tightly against his body until they are almost invisible."

Kurt looked back down and saw a very diverse group of abilities. One man with blue fur covering his entire body seemed to be ripping the robots apart. He jumped around with acrobatics almost equal to Kurt himself. One man was shooting was seemed like lasers out of his eyes. A woman seemed to be doing nothing, but all around her robots were falling to the ground or flying backwards.

"The girl is Jean Grey. She is 19. She has the most potential out of anyone in the Institute, but she still has a long ways to go. I found her when she was around ten years old. Her powers were coming in too soon because of a very traumatic experience. I telepathically blocked her abilities, until she was ready to control them. She moved into the Institute when she was fifteen because she feared she would hurt somebody with her powers. She very well could though. She has the ability of telepathy and telekinesis. She has to be careful to the extent she uses her abilities because she could lose control at any moment and hurt someone.

"The man hopping around is Hank McCoy. He is 29. He, much like you, has always been a little different. He was born with a very odd appearance, but not as extreme to the extent now. He had large feet and hands, amazing strength and agility, and grew hair tremendously fast. He looked very ape-like. He went to college and studied a lot of subject, but finally majored in chemistry. In later years he gave himself an antidote he thought would cure him, but it only made him what he is today. His appearance is much more feline like now. He came to the Institute because he had nowhere he could hide. Here he is able to study freely without any prejudice.

"The other man is Scott Summers. He is 22. When he was a young boy he suffered a large trauma to his head. This caused him little trouble until his powers manifested. He can shoot an optic beam of energy out of his eyes, but he cannot shut it off. He has to wear either glasses with ruby quarts lenses or his visor I made for him. He has been here longer than any of the others and has been accepted as a leader. He has trouble keeping a level head though when fighting for or talking about something he cares for."

Kurt saw the other person, but couldn't tell what that person looked like because of the layer of ice around their body.

"That is Bobby Drake. He is only fifteen. He has the ability to create ice or anything that has to do with cold. He can create a protective shield of ice around himself. His situation was much like yours. He accidentally froze one of his peers causing some people to form a riot of sorts against him. The police took him into custody for his own safety. His parents agreed for him to come here for his own safety. He is truly just a regular teenage boy." Prof. Xavier finished.

Kurt was amazed by their abilities more than their skill, which could be improved.

Warren was swooping down and picking up robots and throwing them back down into other groups of them like aerial bowling. He was having troubles picking them up sometimes because of exhaustion. Bobby was running through the room letting them chase him leaving a trail of ice behind him causing most of them to trip. He would stop occasionally though when he needed to fight his way out of a corner. His fighting skills were impressive, but needed work.

Jean was able to keep them at a distance for the most part, but was having trouble actually ending the robots. After she slammed them onto the ground a couple of times they would die, but she seemed to be holding back. Scott was being reluctant as well, but only as too not hurt his teammates. He only used his beam when he was sure he wouldn't hurt his friends.

Hank seemed to be having the least amount of troubles. He seemed to have the most experience. He destroyed the robots without too much flair, and not wasting too much energy. He seemed to have experience with martial arts.

Eventually, Scott ended the last robot which after numerous falls on Bobby's ice, slams onto the ground by Warren and Jean, and what seemed to be a bite taken out of the left arm by Hank, was running into a wall from malfunctioning. A red beam of energy hit the defective robot, obliterating it.

"Congratulation, X-Men. You have reached a new team high score of 789." The ladies voice sounded over the intercom. The students below took a minute or two to relax, but then walked out of the room through one of the doors.

"Why did the lady call them X-Men?" Kurt asked. "Well when they go out in the field we don't want them to know who they really are so they call themselves the X-Men; a tribute to my name. They each have codenames as well." Prof. Xavier said.

"What did you think of their performance, Kurt?" Professor Xavier asked suddenly.

"Well… I thought it was very impressive, but I don't think I will be able to ever be as good of a fighter as they are." Kurt said, shyly.

"Remember to take into account that they have had quite an allotment of training. With just a little training I hypothesize that you will be just as fine as any of them." Prof. X said. Just then the door opened and three people walked in. From far away Kurt hadn't been able to see them very well, but he could tell which ones they were.

Scott had short red-brown hair. He was tall and thin, but muscular as well. He had a friendly posture about him, but it was hard to tell because of his glasses.

Jean had long red hair, pale skin, and thin body. She seemed very kind and warm-hearted. She wasn't all bubbly like some girls, but she wasn't dark and mysterious either.

Hank was odd. His appearance was frightening, but his eyes and demeanor was so non-threatening it made him seem like a lion with no claws or teeth. Kurt realized that maybe that's what people saw him as.

Kurt looked down to the ground at first, but then remembered what Professor Xavier has said. They were just like him. They examined him at first. Kurt was worried they would be scared, but when they looked up at him they seemed perfectly fine. He couldn't help but smile.

"Scott, Jean, Hank this is Kurt. He is our new student." Prof. X said.

They all said there hellos and shook hands. Scott was worried that they would be frightened by his hands, but although surprised at first they didn't act scared. Just as they finished, Warren and Bobby walked in.

Warren had long curly blonde hair, muscular and tall body, and kind face. He didn't say a whole lot, but by the way he carried himself Kurt could tell he thought highly of himself.

Bobby had short brown hair. He was just a kid, but was already showing signs of muscles. He did seem like a normal teenaged kid especially when he looked kind of amazed at Kurt's looks. The only thing different is instead of screaming like a scared girl he said "awesome".

Kurt shook their hands, and they did with formalities. Professor Xavier told them Kurt's story and they all looked shocked.

"I guess this has been a pretty long day for you hasn't it, Kurt? You probably want to relax. Jean, would you take Kurt up to his room, maybe give him a tour. I need to retire to my study to work out some things for Kurt." Professor Xavier said. He wheeled out of the room along with everyone else with Kurt and Jean at the end.

"So it's great to meet you Kurt. I have to say, your story is pretty amazing. This place is the best place for you. Professor Xavier is amazing and everyone here is really nice when they want to be." Jean said. They both laughed.

"I think I will too. Everyone seems really kind. The only thing I'm not looking forward to is the training in the Danger Room." Kurt said, looking down at the ground. It was too much of a habit. He had already broken his habits too much for one day.

"Why? It's really not that bad. Besides a few bruises you never get seriously hurt." Jean said, comforting.

"I've never fought anybody in my entire life. I feel that I will not be prepared for anything the Professor throws at me." Kurt sighed.

"Nobody was any good at fighting besides hank before they came here. I felt the same way. I was really embarrassed going in, but I found out that if you just keep following Professor Xavier's training regime, you'll be a regular Bruce Lee in no time." Jean laughed. Kurt had only vaguely heard of Bruce Lee, but laughed anyways as not to seem stupid.

They got in the elevator, and Jean pressed a button.

"So, Kurt what's your ability?" Jean asked.

"Well, besides my appearance I have the ability to teleport."

"That's cool." The doors opened to the ground floor.

Jean showed him around the ground floor which was mostly rooms for relaxing and conventional use such as a dining room with one extremely long table. A kitchen with huge amounts of counter and cupboard space.

Jean took him up to the second floor next. It was libraries and classrooms. Kurt was obviously confused by that.

"Professor makes us take classes until we're twenty one. He wants to make sure that we don't miss out on too much of regular life. How old are you?" Jean explained.

"I am twenty years old." Kurt said.

"You only have a year or two left then, although since you probably missed out on a lot of years of school you may have to take more." Jean said.

"My parents taught me, and the people at the circus did as well. I do not doubt that my knowledge is somewhat lacking, but I do have a basic education." Kurt said.

Jean led him up to the top floor next. This was the students' bedrooms. She led him to his room. It was a decent sized room with plain accessories.

"It isn't much, but you can decorate to your needs. Professor Xavier gives you an allowance to use." Jean said. Kurt was yet again surprised at Professor's amazing generosity. He had given Kurt a play to stay, a safe haven. He gave Kurt an allowance. He gave him food. And all Kurt had to do was help the Professor save other mutants like him, and to Kurt, that was just another gift.

"This is all too much. Professor is such a kind man to do this for me. I mean, I just met him and he's already given me more than I've ever had." Kurt said, sitting on the bed. Jean was a telepath and even she didn't know what to do.

"Do you want me to leave you alone?" Jean asked, stepping towards the door.

"I think I just need some time to myself." Kurt said. Jean left.

Kurt liked being alone. Nobody stared at him because of his appearance when he was alone. Kurt even did his trapeze and acrobatics on his own. It was just him up there by himself.

Kurt unpacked his things into his dresser, and put up the two pictures he had. They were the only two things he had besides his clothes. One was of him and his parents on their farm. The other was a framed poster. It was one of the posters that the circus put up around town. It showed him flying through the air. His stage name was written in bold letters below. Nightcrawler.

**Jean's Bedroom**

Jean sat in her bed trying to do her homework. She was still tired from the Danger Room session. She was having a hard time focusing on the subject of chemistry when she was so tired. She was about to decide on whether or not to take a nap when she heard a knock on the door.

"Come in." Jean said. She shut her book and put it on her nightstand. Warren walked into her bedroom which she had decorated with pink paint and bedspread. He was wearing only sweatpants. His hair was still damp from the shower.

"Hey Jean." Warren said shutting the door quietly behind him.

"What do you need Warren?" Jean asked. Her relationship with Warren was… complicated. She felt strongly about him. She knew that she thought of him as more than just a friend, but her feelings for Scott were strong too.

"I was just going to take a walk outside on the yard, and I was wondering if you wanted to come with me." Warren said. Jean thought for a moment. Maybe this would help her understand her feelings a little bit better.

"Sure, just give me a minute." Jean said. Warren walked back outside. Jean walked over to her mirror and examined herself. She was wearing pajama pants and a tank top. She fluffed her hair a few times, and then decided it was good enough.

She walked over to the door, and took a deep breath before opening it. Warren was standing there. He smiled. They walked down the stairs to the front door. Warren grabbed a jacket on the way out and zipped it about halfway up.

They walked outside. The sun was down and the night was filled with stars. It was beautiful. Jean breathed in the night air. It felt good. It was warm outside.

They walked away from the house across the massive lawn. It was quiet at first and then Jean asked him something.

"What do you think about Kurt?" She asked.

"He seems nice. He's definitely had a hard life. I feel bad for him. You and me can go out and be normal around other people, but he can't. It's just a reminder of what we're fighting for. We have to fight for mutants who can't fight for themselves." Warren said.

Jean couldn't believe those words had come out of Warren's mouth. Most of the time he seemed so cocky, but Warren was truly and nice and caring guy underneath. She couldn't have put it any better herself.

"What's going on with you and Scott?" Warren asked out of the blue.

"What?" Jean asked worried about where Warren was taking this. She had an idea. The other night Jean and Scott had been in the library when one thing led to another and they kissed. Warren had walked in on it.

"Well the other night in the library…" Warren said, prodding her.

"That… was just a mistake. I like Scott, but I don't know if I _like _Scott." Jean said, sad that it was the best she could do.

Warren stopped walking and faced her. Jean stopped to and looked back at him. He had a serious look on his face. Rare.

"Do you _like _me?" Warren said. He took a step closer to her. She swallowed.

"Warren." She stopped. He grabbed her around the waist and pulled her in. He unfurled his wings gave one tremendous beat of his wings and they rose up. He gave a couple more gentle waves and they were soaring just above the roof of the mansion. Warren suddenly pulled up and they were standing on air. Warren's very gentle flaps of his wings were keeping them in place.

"I _like _you Jean. I don't know if you like me or not, but I'm willing to do what it takes to earn that." He leaned his head in. Jean almost pushed him away, but he moved his head and pecked her on the cheek. He leveled back out and flew around to the other side of the mansion. He dropped her off at her balcony.

"Thanks for going on the walk with me. I know it was short, but I liked it. I guess I'll see you tomorrow." Warren said. She looked up at him. She got on her toes and gave him a peck on the cheek. She stepped back and gave a shy smile. She went over to her balcony door.

"Jean, about my question?" Warren asked, hesitantly. Jean froze. This was it. This was what she was dreading. She needed to tell him now. An honest answer. Whatever that might be. She looked at him.

"Maybe. Good night, Angel." She said. She walked into her room. She immediately regretted it. She wanted to give him a solid answer but instead she gave him a 'maybe'. She groaned and flew onto bed.

She remembered her homework. She had all weekend to do it, but she normally liked to get it done so she didn't have to worry about it over the weekend. She was too tired. She would get up early in the morning to do it.

**Danger Room Observation Deck- Next Day**

"Remember Kurt, this is just an evaluation exam. It starts at the very minimum level and works its way up as you progress. You cannot pass or fail. Just try your hardest. Are you ready?" Professor Xavier asked from the observation deck. Hank and the rest of the group were standing behind watching him. Hank seemed the most interested. Hank always loved a new challenge. It could be fun developing a routine for someone who could teleport. Shirley, the nickname they had given to the woman who counted them down, started counting.

She reached zero and a sole robot appeared a few yards in front of Kurt. Kurt stood still for a moment, but then flew into action. He disappeared in a cloud of brimstone and appeared directly behind the robot. Kurt kicked him in the head hard. The robots head broke off, making him inoperable. Two mote robots appeared close to him.

"I made an adjustment so that Kurt would have to teleport quicker in order to avoid the robots that are appearing. Prof. X said. Hank could already see a fighting style appearing in Kurt, and a very unique one at that.

Kurt let the two robots charge at him before teleporting up he grabbed their heads with his feet and added further force to their collision they fell to the ground, having the technology in their bodies smashed. They were designed to be knocked out just as easily as a human.

Three more appeared around him. He jumped into the air at one of them. He wrapped his tail around one's neck, snapping it. He threw it at the others knocking them down. He teleported over to them and grabbed them. He teleported high up and dropped them, crushing them.

He teleported to a beam a couple of yards away. Suddenly he was knocked down. He teleported to the ground safely. He looked up and saw Warren. He was flying above him. He looked up at the observation deck and saw another Warren inside. Kurt realized it was just another robot.

Kurt teleported up to a different high beam. Angel flew at him. Kurt took aim and teleported onto his back. He grabbed his wings and pulled back hard, wrapping his tail around his neck. Warren no longer able to flap his wings or glide started falling drastically. They neared the ground and Kurt pushed off hard with both feet pushing him so he couldn't catch himself. He hit the ground hard dying.

"Remind me never to get in a fight with him." Warren said. Even Hank laughed.

Kurt fought hard against waves of enemies until eventually he was too tired to continue and a group of robots overcame him.

"Excellent work Kurt. You have surprised me with your strength. You are going to be an excellent addition to our team." Professor X said. Kurt smiled. He liked it here.


	2. Magneto's Return

_**AN: I hope you guys enjoy this. I tried to do the best I could on the fight scene. Tell me what you guys think of it. I opened up the possibility for either Scott or Warren to get Jean. Tell me who you guys think Jean should pick. **_

_**Xavier Institute – Gym**_

Scott, Kurt, Warren, and Bobby stood on the basketball court. Scott decided to go with Kurt in his team, so Bobby and Warren would be on a team together. Out of all the students at the Institute, Scott had bonded the least with Kurt. They seemed to have the least in common.

Scott started out with the ball, and Bobby was guarding him. Kurt stood around the three point line being guarded by Warren. Scott was about to start when Kurt asked a question.

"Wait, so one more time. It is basketball, but you can use your powers?" Kurt asked. Kurt had played before at the circus, but the X-Men seemed to play it different.

"Yes, just as long as you don't break the ball or the goal." Scott said. Kurt nodded and gave him the thumbs up ready to start. Scott started dribbling and Bobby immediately moved forward. Scott started dribbling left slowly, but when Bobby moved that way, he switched directions and made a beeline for the basket, leaving Bobby in his dust.

Warren moved off to help, but wasn't fast enough and Scott easily laid it in. Scott had always had a knack for basketball.

Jean, Hank, and Professor Xavier sat off to the side. Jean and Hank were stretching getting ready for the danger room session. The others were supposed to be doing so as well, but had decided to do it by playing a game of two on two.

"So Professor, Kurt has really melded into life here quite easily, hasn't he?" Hank said, touching his toes with ease. Maybe it was because of his feline features, but he was extremely flexible. Jean did the same, but was not able to go down as far as Hank.

"Yes he has. I think that he feels at peace here, much like he did at the circus. He has been able to make friends with all of you quite well. He seems to share a lot in common with all of you. Scott doesn't see it yet, but even he shares similarities with Kurt." Professor Xavier said.

"What do you mean Professor?" Jean asked, switching positions to where she was stretching her calves.

"Oh nothing really, Jean. It's just a hunch I have." Professor Xavier said.

Charles was right about similarities with all of them. Kurt had missed out on much of his true childhood, so with Bobby he felt quite a bond. And Bobby enjoyed showing Kurt some of the cool things he had like video games and comic books.

Warren and Kurt both loved going up to the roof at nights and talking about things. Warren had troubles opening up to people, but with Kurt, he felt at ease. Maybe it was because Kurt had just as a troubling past as he did. But then again, they all had troubling pasts. Maybe it was just because Kurt was the only one who didn't have to worry about falling.

Hank and Kurt shared a quite unexpected bond. Professor had thought that their appearances what would have brought them together, but instead, they both had a very deep passion for learning. Although Hank liked to learn about the more engineering side of science, while Kurt liked learning more about the biological side of things. Specifically, the mutation gene.

Jean and Kurt also shared an unforeseen connection. They both shared an enthusiasm for exercise. Jean and Kurt often went running together around the trails around the mansion. Kurt told her that he had to keep in good shape in order to be at peak physical performance at the circus. Jean felt bed for Kurt. He had gone his whole life not knowing who his parents were. Maybe that was a good thing though. Considering they found him floating down a river, they probably wouldn't have been very nice to him.

Professor saw similarities in both Scott and Kurt. They both felt very strongly about mutant rights. They were both very athletic and strong. And by the way Kurt had just sunk a three pointer like that, they were obviously both very good basketball.

"So, Professor, have you concluded anything about Kurt's abilities?" Hank asked. "He seems to be very interested in the mutant gene and what make it have such a varying effect."

"Well, I have discovered some very interesting things. I ran a test where he teleported through a scanner. It picked up no energy trace at all. That means when he teleports, he's disappearing. I hooked myself up to Cerebro to test my theory, and sure enough, when he teleports, he is traveling through some other world to do that. A parallel dimension." Professor Xavier said, still wonderstruck by the discovery. Jean and Hank were shocked. Kurt had very much potential if this was the case.

"Is it possible that Kurt is from the other dimension?" Hank asked, stating the words that everyone feared.

"I don't believe so, for his mutant gene is ever-present, allowing me to believe that he is from our world. Although, there is worrisome effect. When another person teleports with him they are weakened. It is rather odd though that he is not. Maybe it is simply because he has done it for so long he has grown used to it, or maybe when someone besides him goes through the dimension it is rejecting their presence in it. The weakening is only subtle and not dangerous unless done very frequently, but it does raise some interesting questions.

"What about the brimstone he leaves behind when he teleports? Is that a clue to where he goes?" Jean asked.

"I believe when he teleports, he opens up a small portal into the other dimension. He obviously has no idea he is doing so. The brimstone is a part of the other dimension, being left behind in ours. He triggers this effect by some sort of biochemical in his blood. He triggers some sort of effect mentally, which causes the blood and the chemical to open the portal."

"Is there an extent to his teleporting?" Jean asked.

"It seems that teleporting great distances are exhausting for him. Also, when teleporting he appears going the same speed he left. He explains that when he teleports down to the ground he must constantly teleport himself back up a couple of feet to compensate for that. He has figured out how to use his abilities quite well for someone with no help at all." Professor said. Hank was about to ask another question, but Professor stopped him. That was all he knew.

"The Danger Room session will begin shortly. Start making your way there shortly." Professor Xavier said. He felt something in his mind. A weird feeling. He knew it wasn't a good thing considering he was a very strong telepath. He needed to make sure everything was all right.

_**Xavier**__**Institute-**__**Danger Room**_

Hank had grown fond of Kurt. He had many similarities to the younger man. Both of their mutations had changed their appearance to monstrous proportions. They were both kind and intelligent souls, but cursed to appear feral and primitive. Kurt's was worse than Hank. Kurt had to grown up his present appearance his whole life in a land even less understanding than America. Hank had only evolved into his much more feline appearance only recently.

Shirley counted down from ten. This was Kurt's first team exercise with the rest of the group. Kurt was a strong fighter, but definitely not the strongest. He still had a lot of work. He had his whole life to work on his teleportation. His strength was his only fighting technique. He teleported and then used his strength to make an ending blow, but if he ever had to face someone who couldn't be taken out with a single blow, he would be taken out easily. He needed to work on his all around technique.

Shirley reached zero. Hank jumped high into the air, sensing the robot appearing behind him. He somersaulted in the air and then stuck his legs out as he came back down, delivering a hard blow to the robots head. Two robots charged at him. He felt the beast inside roaring to get out, and Hank let it out just a bit, but he remained in control of his body and mind. He had trained to keep the beast inside for years. It paid off well.

Hank rushed forward to meet the robots. They ran full speed, unaware that they were about to meet their demise. He launched himself at them, tearing through them with his claws. The next few minutes were a blur of electrical shortages and the sound of metal being tore apart.

When he heard Shirley start to count down to the end he start pulling the beast back in. He looked around him. Jean was surrounded by robots. She looked exhausted. Hank knew that out of all of their abilities, hers was the one that drained her the most. Hank ran forward to help her. He started tearing through the robots. Everyone else started helping too, but Kurt teleported in, and grabbed Jean. They disappeared in a cloud of brimstone. Hank, Scott, Bobby, and Warren soon destroyed the robots and the timer ended.

"Congratulations, X-Men you have reached a new high score of 803." Shirley said. Everyone rested for a moment falling out of battle mode. They barely had time to be proud of their score before Professor Xavier's voice resounded through their minds.

"_Students, please report to the X-Jet immediately. We have an important mission that needs our immediate attention."_

Hank could feel the beast inside of him fading away, but Hank had a feeling he would be calling for him again if the mission was as urgent as the Professor's voice indicated.

_**X-Jet**_

Bobby was excited about the mission. Everyone else seemed concerned about the urgency in the Professor's voice, but Bobby loved going on missions. He didn't get to go out of the house much. He didn't like going out with Jean or Scott. Their ideas of fun were much different than his.

Warren and Hank barely left the house. Hank couldn't even leave the house without being reported and having MRD agents chasing him down. Warren was different though. He was born a visible mutant, someone whose mutation had altered his appearance. Professor said his parents had left him with the maids so they didn't have to see him. He came to the Institute when he was only 17. His parents signed over full custody to Charles Xavier. No wonder Warren didn't like going out. He probably thought all humans hated him. And it wasn't like Kurt was going to be able to go out with him.

Bobby sighed. He looked around. Hank was in the cockpit with Professor Xavier. That had obviously made Scott mad. He was quickly pacing the floor thinking. Scott was a great leader, and a close friend of Bobby's, but he sometimes thinks of himself as better than his fellow X-Men.

Angel looked sick to his stomach. He loved flying, but not in a metal box. He would much rather prefer to be outside of the plane flying alongside it. Professor Xavier told him they didn't have time so Warren would have to sit inside. They were definitely flying at top speed right now. Angel wouldn't be able to keep up.

Angel was Bobby's best friend at the Institute. They both had a sense of humor that dealt with being brutally honest. They both are pretty reluctant fighters, but they fight for thing they really care about.

Kurt looks worried about the mission, but Bobby really couldn't blame him. Professor sounded really worried about the mission. Jean was trying to console him, but not doing very well. Bobby decided to help in his own way.

"So, Kurt, do you like your costume?" Bobby asked. Kurt looked up and so did Jean.

"Yes, I do. Jean did very well designing it." Kurt said. He was wearing a full body black suit with a red 'v' going down his body. He wore white and red gloves and boots.

"Jean designed all of our costumes." Bobby said. Bobby wore simple black pants and a bandanna. He always was in ice form when he battled anyways so there was no point in a lot of clothes. "Have you thought about your codename yet?" Bobby asked.

"Why do I need a codename?" Kurt asked.

"Well, when we are on missions we can't be screaming out each other's real names. We use codenames and these costumes so that there isn't an angry mob forming outside of the Institute. We are protected so the MRD can't attack us, but civilians have every right to give a peaceful demonstration." Jean said.

"Well, I never really thought about it, but I can see why that would be necessary." Kurt said. He pondered it for a moment, but didn't seem to be coming up with anything.

"Well, my codename is Iceman, Warren's is Angel, Scott's is Cyclops, Hank's is Beast, and Jean's is Marvel Girl." Bobby said.

"Well, my stage name when I was in the circus was Nightcrawler. Does that work?" Kurt asked. Before anyone could answer Professor Xavier's voice filled their heads again.

"_X-Men, we are getting close to our destination so I must begin our briefing. We didn't have time to go to the War Room, because of the urgency of the situation. An inmate at a prison in New Mexico has been broken out. They have an army of soldiers there that are not faring well against the team. We are there only chance of stopping them." _Prof X. said.

"Wait, Professor, a prison in New Mexico? Are you talking about Hardwire Prison?" Jean asked. Bobby shared her concerns, and didn't like where this was heading.

"_Yes, I am Jean, and to answer your next question, yes, Magneto has been broken out by the Brotherhood."_ Professor said. Bobby wasn't excited about the mission anymore. _"We will arrive in five minutes. Be prepared." _Hank stepped out from the cockpit.

"Wait, who is Magneto? And who are the Brotherhood?" Kurt asked.

"Magneto and the Professor go way back. Professor has always wanted peace between humans and mutants while Magneto has wanted to destroy the human race. The Brotherhood consists of his children, Wanda and Pietro Maximoff, and a woman who goes by the alias Mystique." Scott said.

"Are they dangerous?" Kurt asked. He was starting to freak out.

"Very." Warren said. He looked nervous, but happy he would soon be able to get off the plane.

"What are their abilities?" Kurt asked.

"Magneto has the ability to control magnetic fields. He can not only manipulate them, but he can channel them and generate them to. He has control over all magnetic things on this Earth and is a force to be reckoned with." Hank said grimly.

"What about the others?" Kurt asked, growing even more scared.

"Pietro, or Quicksilver, has the ability of superhuman speed. Not only that, but his body has completely adapted to the speedy life he lives. His body has grown to become completely efficient when running at top speeds whereas for most of us it would be hard to even breathe. He is much less stronger than his father but should not be taken lightly." Jean said. "Wanda, or Scarlet Witch, is much more powerful, but much harder to understand. Her ability deals directly with hexes, which are due to her ability over chaos magic, but even she is unsure what will happen when she uses them. This makes her very uneasy about using them. She has been trained extensively in hand-to-hand combat, but will include her abilities if necessary."

"Mystique is a shape-shifter with years of combat training. She is dangerous with any weapon in her hand, and is very good at manipulating people to do what she wants. She is Magneto's closest ally, and suspected lover." Bobby said, adding a wink to the end. Everyone ignored the last part.

"We should be victorious correct? I mean it's six of us against four along with an army on our side. I would say that the odds are in our favor." Kurt said.

"Not exactly Kurt. They have the luxury of only looking out for themselves while we have to protect the humans in the area. We are still very much going to have to fight our absolute hardest if we want to win this battle." Scott said, adjusting his visor.

The ship began slowing down to a halt. The ship had come to a complete stop but stayed in air.

"Won't the ship be in danger? Wouldn't Magneto be able to knock it right out of the sky?" Kurt asked.

"The ship has a feature that allows it to become unnoticeable on any spectrum of sense. It can be turned on and off at any moment." Jean said.

Scott pushed open the exit door on the side of the plane and revealed a horrifying sight. Kurt realized just how dangerous the Brotherhood was. The four of them were besting an army of a hundred soldiers.

There was a huge hole in the side of concrete building attached to the prison. It was obviously a non-metal building made for Magneto himself. Four mutants not far from the gap were fighting off an army of MRD agents.

The MRD agents were using darts that were meant to knock the mutants unconscious. They must have had some metal in them because they all were being drawn towards Magneto where they would then drop to the ground. It was starting to create quite a pile.

"Alright, X-Men, I hope you are ready, because this is going to take all of our abilities and training to defeat them. Nightcrawler and Iceman, you guys help the MRD agents. I know they probably won't be too happy about being saved by mutants, but we can't just stand by while the Brotherhood kills innocent people." Scott said. He was going into leader mode. "Beast, you take Mystique. Angel, you take Scarlet Witch. Jean, you take Quicksilver. I'll go after Magneto."

Professor Xavier wheeled out of the cockpit. "Wait, Scott. Take me with you. I need to speak with Erik. We have a few things to discuss."

_**Outside Hardwire Prison **_

They all started towards the battle from the plane. Iceman shot off on an ice slide and Nightcrawler was able to teleport his way down. Angel shot off with one might beat of his wings. Phoenix had to telekinetically float the rest of them down.

They reached the ground, and Beast and Phoenix both ran to do what their leader told them to do.

"So, Professor, what do you need me to do?" Cyclops said, not used to Professor taking part in their battles.

"I just need to get close to Magneto. He doesn't seem to have his helmet, so I should be able to stop him, but over the years Erik has come to develop a resistance to telepathic attacks. We will have to work together to stop him." Professor Xavier said. Cyclops picked the man up, and put him on his back. He easily carried the man with his strength. He then began to trek out to the battle.

Marvel Girl immediately saw the blur that was Quicksilver and ran towards it. She instantly began invading his mind. It was difficult. He ran so fast it was impossible to get a lock on his mind. She had never been inside his mind before, but she could only assume it was as fast-paced as his body.

She reached out with her hand, allowing her telepathic hand to activate as well. She reached out towards him as she ran closer. She couldn't stop him though. He was too erratic. He never ran to one specific place. He would go one direction and then change his mind a second later and go somewhere else. Jean started to get frustrated.

Angel saw Scarlet Witch and dive-bombed right towards her. She sensed him coming, and shot a hex bolt right at him. He didn't have time to react. It hit him, affecting his whole body. His wings seized up and he could barely move. He was just barely able to make his wings work before he hit the ground.

Beast ran towards Mystique who had just finished off yet another group of soldiers who had attacked her. She saw him, and smiled. He leaped towards her, but she stood her ground. She ducked out of the way just a second before he hit her, and he went right over her head. She shot both of her feet up at him, and they him right in the stomach. She knocked all of the wind out of him, infuriating him. The beast inside of him was begging to take control and Beast had to fight him off as well.

Cyclops ran through soldiers as he tried to get the Professor close enough to Magneto to stop him. Darts were flying by them. He began to worry about the Professor being shot by darts, but they weren't going fast enough to stick into him and they seemed to be going butt-end first. That must have been where the metal in it was.

He jumped over an unconscious soldier just as Nightcrawler teleported in and saved him. They were starting to near Magneto. He was wearing prison clothes. He looked just as powerful as ever. Cyclops started to brace himself for what was to come.

Nightcrawler saw yet another soldier fall to the ground after Quicksilver struck him down. He teleported in, grabbed the man, and then back out again. He threw the man into a pile of others he had saved. He looked at Iceman's pile. Iceman swooped in and threw yet another one into his much larger pile. Iceman gave him a wink. Nightcrawler didn't understand how he could remain so playful in a situation like this. Nightcrawler shook his head and scanned the area for more men in need.

Beast leaped up after calming the beast inside of him. He looked up and saw Mystique had already moved onto more soldiers. At least she hadn't taken advantage of Beast's vulnerable state. He prowled waited for a moment when she would be most vulnerable, and struck. He tackled her to the ground when her back was turned. They fell to the ground. Mystique let out a grunt in anger. She obviously wasn't used to being bested by anyone in a fight. Neither was Beast though.

She thrashed out at him hitting him several times in the face. He roared with a mix of ferocity and pain. He grabbed her arm as she went for another hit. He got to his feet and threw the woman away from the guards. She let out a shriek of pain as she hit the ground. Beast had won.

Angel looked up from the ground and saw Scarlet Witch walking over to him. Angel's wings still weren't working quite properly. He felt himself panicking, another quirk to his ability. His mind sometimes acted bird like, which meant it sometimes would panic in dangerous situations. It was only a recent mutation. He would have to talk to Professor about it.

He clawed his way backwards, flapping his wings wildly, trying to make them work properly. She lifted her hand. A reddish aura was already beginning to form around it. He tried to calm down, but he felt as if his mind was in chaos. She was obviously adding to his already panicked state by using her chaotic powers.

A large hex bolt had formed in her hand, and she was now standing over him. He shook his head, as if telling her to stop. He couldn't get words to come out. She laughed. Terror filled Angel as he realized just how much that maniacal laugh sounded like her father's. She threw the hex bolt at him. He felt every synapse in his body explode with pain. He only felt it for a second before he passed out.

Jean was still trying to stop Quicksilver, but it was getting even harder. Quicksilver had moved on from the guards and was now circling Jean, building up speed. She lunged out one more time with her telekinetic hand, but it didn't do any good. She had to go on the defensive. She began building a telekinetic force field around herself.

Iceman swooped in and reached to grab an injured man. The man fought him. Iceman had no choice but to hop off his ice slide. He tried to grab the man again, but it didn't work. The man grabbed his gun and shot him in the neck. Iceman was too close and the dart pierced his neck. It stayed in just long enough for the chemical to reach his blood stream. He felt himself becoming woozy. His vision was gong blurry. He saw a poof of brimstone appear in front of him just before he fell into someone's arms.

Nightcrawler saw the man shoot Iceman. He teleported in and grabbed him. He looked down at the man. He hesitated a second too long and the man shot at him just as he teleported away. He reached his destination and found a dart stuck into his thigh. It was pulled out by Magneto's ability, but the dart had already done its work and Nightcrawler collapsed along with Iceman.

Beast walked over to Mystique to make sure that she was knocked out and to deliver the finishing blow. He neared her. He began to feel uneasy. The instinct inside of him was telling him that the fight was almost too easy. Just as he started to back away, Mystique jumped up. She was shifting into something much scarier than herself. Soon Beast was staring himself in the face. He was in shock. It had only taken her seconds to match his body perfectly. She took advantage of his shock and leaped at him. She thrashed out again, this time with lethal claws.

Cyclops felt the magnetic field around them. It was a weird tingling sensation that engulfed his whole body. He was glad his visor had a clamp on it. Magneto looked down at them with a fiery rage in his eyes, and then smiled. Cyclops felt a terrible feeling in his stomach.

Jean held up her force field with all of her strength, but Quicksilver was pushing in on it at all sides. She felt herself losing strength. She decided there was only one option she braced herself, and then pushed the force field out in all direction knocking him back no matter where he was. He was thrown into the air where he landed on the ground a couple yards away.

Jean was weak, but she had to take advantage of the situation. She focused her mind and dove into his mind just as he started to get back up. She was finally able to get a lock on him.

Beast felt to the ground, feeling Mystique's claws cutting deep into his cheek and chest. He pushed her away, but she only came clawing back at him, with renewed vigor. He tried to grab her arm again, but this time she grabbed his and picked him up and threw him. He hit the ground hard. He tried to get up, but she was already on top of him. She dealt one hard blow to the back of his head, and he was done.

Jean was overwhelmed easily by his mind. His mind went to fast for her. She felt the world around her spinning out of control. She tried to deal a psychic strike to his mind, but she was weak and he had already found his way back to her where he dealt one light punch that felt to her as if a brick had been thrown at her head. She collapsed, overwhelmed by the mental and physical wear on her body.

Cyclops was the only one left, but as they finally reached Magneto he was soon taken down. He felt his visor pulling him down to the ground hard. He tried to stay standing but he felt Professor Xavier being lifted off of his back, which put Cyclops off balance, forcing him to the ground.

Magneto lifted Charles up, using all the metal in Charles body and on his clothes to do so. They were now levitating above the ground at eye level with each other. Two old friends, who had by circumstance, become leaders of two opposing groups.

"It's good to see you old friend." Charles Xavier said. He was being honest. Even though they had their differences, Charles couldn't simply forget that there used to be a time when they were best friends.

"I wish I could say the same, Charles, but considering you are trying to put me back in that hellhole they call a prison, I feel as if we are not old friends anymore. More enemies it seems." Erik Lehnsherr said to his business partner.

"Listen, Erik. Tell them to stop. Do you really want to do this? Do you really think that you along a few other mutants can take over the world? I know you are smarter than that." Charles said, trying to reason with Erik before violence had to ensue, but Charles knew it was useless. Erik's abilities had driven him mad with power.

"That is why I am leaving this prison and moving onto something greater. I am building an army Charles. It started with Raven, Wanda, and Pietro, but it will grow, and soon, the humans will be destroyed by my army. And you and your X-Men can either join, or fall like the rest of humanity." Erik said. Charles dove into Erik's mind, horrified by the man's vision. He hit him with a series of psychic strikes. He heard Erik let out a loud howl of pain. Charles felt himself fall to the ground.

He hit, but tried to stay in Erik's mind. Erik glared down at the man.

"Listen, Charles, I bid you well, but the time has come for us to part once again. I have a feeling we will see each other again shortly, but when we do, you better be ready, because my army will be ready to fight." Erik said. Erik flew away leaving Charles alone on the ground. He looked around to see all of the soldiers passed out on the ground along with his students. Magneto flew away. Scarlet Witch encased her and her fellow Brotherhood members in orbs of red energy and followed Magneto.

_**Xavier Institute – Infirmary **_

The X-Men sat in Infirmary recovering from their loss at the prison. Nobody was seriously injured besides Beast who now had bandages on his cheek and chest, and a serious concussion. He was healing quickly though thanks to his mutation.

"I can't believe they beat us that easily." Warren said. His wings seemed to be working properly now, and his mind was starting to return to a calmer state. He was disappointed but so were the rest of the X-Men.

"I thought we were ready. All of our training was for nothing." Bobby said. His friends were thinking this as well, but none were daring enough to say it.

"No, Bobby. You're training is going great, but Magneto and his Brotherhood are simply too powerful. We must keep training. Erik said he was building an army to take over the world. We must build an army as well to counteract him. I will be contacting a few old friends to join our fight, but you have to keep training, or you will let Magneto win. Do you want that?" Professor Xavier said quickly.

"No Professor, but it's simply too dangerous to go out there when we are too weak. We could get killed!" Scott said, voicing all of their fears like a good leader.

"I understand that you're worried, but if you aren't brave enough to fight the Brotherhood, who is?" Professor Xavier said. Everyone silenced for a moment, realizing that he was right. They were the only ones who could stop Magneto. When he struck again. They would be ready.

_**Xavier Institute – Jean's Room**_

Jean heard the knock on her door. She closed her diary that the Professor made her write in. It was supposed to help her keep her thoughts straight. She looked up at the clock to reveal that thirty minutes had gone by as well as three pages in her diary. I guess it had been a pretty eventful day. She looked outside to see that the stars in the sky had risen and the sunset had faded.

She opened the door telekinetically to reveal Scott about to knock again. He was wearing a white shirt and pajama bottoms.

"Oh, hey Jean." He said. She gestured for him to come in.

"What do ya need Scott?" She asked.

"I was hoping we could talk, if you have a minute." He said, adjusting his glasses nervously.

"Sure, let's go out on the balcony. It's pretty stuffy in here." She got out of her bed and turned the fan on. She was wearing similar clothes to Scott, but her shirt was black. She smacked her broken fan before she opened the balcony doors with her mind. She was tired, but she wanted to practice her skills for the next fight with the Brotherhood.

They stepped outside into the warm night air. It was a little cooler than her bedroom.

"So, Jean, you fought well today." Scott said, nervously tapping his fingers against the balcony railing.

"Scott, you don't have to be a telepath to realize that's not what you came to talk about." Jean said, harsher than she wanted. She realized that and made a conscious effort to change that. With her kiss with Warren, it had made everything so confusing. She wasn't sure what she wanted, but she was so confused she was becoming irritable. She needed to figure herself out before she went around snapping at people.

"So, Jean, we probably should have talked about this earlier, but I think we should discuss that kiss we had the other day." Scott said quickly, provoked by Jean's harsh tone. Jean paused for a minute. She had been so nervous she hadn't been able to process it, but now, she realized just how passionate that kiss had been.

"You're right, Scott. We should probably say what we felt about it. You go first." Jean said. She needed time to assess her feelings about the kiss and Scott's words would help her.

"Well, I don't know about you, but for me, that kiss was extremely passionate. It stirred up a lot of emotions in me, and I feel like we should at least give this a shot, to see where it goes. I feel like we have an undeniable connection, but I'm getting ahead of myself. What do you think?" Scott said. Jean couldn't deny what Scott had said. It was true.

"I can't disagree that we have a connection, but for me, I am really confuse about what I want. I need some time to work myself out and it would be really helpful if we could just be friends until I work out my feelings." Jean said. She was surprised that what she said had sounded so good.

"I can respect that Jean, and I'm willing to be your friend until you work out what you're feeling. I should probably do that myself. When you're ready, I'll be too." Scott said. He held out his hand and she shook it, but leaned in and they shared a hug. They broke away and Scott made his way towards her bedroom door. Her balcony doors were still wide open and she could see him.

"Good night, Jean." He said, turning around before walking out the door. She smiled. He was such a nice guy. She stood there for a while, thinking things through, and enjoying the night air which was way cooler than her room.

Maybe he was right. They should at least try being more than friends. She at least owed him that. They had been friends forever, and maybe it was time to take it to the next level. She was about to follow him when she heard someone behind her.

She turned around to so Warren landing next to her.

"Hey Jean, I see you decided to get out for some fresh air." He said. His muscular chest wasn't covered up by anything by the night itself. She immediately forgot about Scott.

"Yes, I did. I see you did as well." She said.

"Well, actually I came to see if you had changed your maybe yet." Warren said, stepping closer to Jean. Unlike Scott, Warren didn't bother trying to beat around the bush. He was willing to go right for what he wanted.

"I still don't know Warren. I'm still deciding." Jean said, wishing she knew already so boys wouldn't keep showing up unannounced at her door.

"Well, I don't think I can wait any longer, girl. You drive me crazy." Warren said, sounding unusually seductive.

"If you really want something you should be able to wait for it." Jean said, holding him back. She was starting to wonder if she wanted to hold him back.

"Maybe I could speed up the process a little." Warren said. He leaned in and Jean didn't stop him. He kissed her and she didn't fight him. She wrapped her arms around him, falling into his kiss. She broke away she heard her bedroom door creak open.

She looked up and saw Scott standing in the door gaping.

"Oh my god, Scott." She said, instantly feeling guilty. Warren still held her so she broke away. She took a deep breath. "What are you doing here?" She asked.

"I came back here to help fix your fan like a good **friend.** I see Warren was helping you figure out your feelings." Scott said, his voice dripping with anger. He gestured to the screwdriver in his hand.

"Look Scott, this isn't what it looks like." Jean said. She was desperate for an excuse but Scott had seen the whole thing. How could she let herself do this?

"It looks like you decided that instead of trying to figure yourself out you decided to figure out what the inside of Wings' mouth tastes like." Scott said.

"Listen, Scott." Warren said, interjecting in the conversation. "Obviously Jean chose me over you so you might as well just leave now and save yourself some dignity." Warren was obviously angered too by Scott just barging in.

"No, that's not it Warren!" Jean said, immediately.

"Ya, maybe she was just trying to make you feel better before she broke your heart." Scott said. Warren and Scott were now dangerously close to each other and Jena had to break them up.

"That's not it either Scott. Listen guys, I need some space from both of you to figure out what I want. I am obviously very confused right now, and you guys aren't making it any better by attacking each other." Jean said, separating them.

"Whatever. You take all the time you need, Jean. Whenever you're ready to ride the Angel plane, I'll be ready." Warren said. He shot Scott one last dirty look before shooting off into the night sky. There was a short silence.

"I respect your decision Jean. I've waited quite a while, so I can wait a little longer, but please don't make your decision based on what Warren's, or even my comments. Please let this decision come from your heart." Scott said. He left the room. He had been able to hold back his anger long enough to say it calmly, but Jean knew he was frustrated with her. But who could blame him?

So was she.


	3. Recruiting

_**Xavier Institute – Recreation Room**_

Bobby, Kurt, and Warren sat in front of a large TV screen. They were playing one of Bobby's thousand video games. This particular one happened to be about aliens attacking Earth. They were all right in the middle of a huge nest of alien eggs at the moment.

"Kurt, to your right!" Warren shouted. Kurt made his guy turn right and sure enough there was a huge alien.

"Thanks Warren." Kurt said. He found that he was surprisingly good at video games, although he wasn't so good the first time he played.

A couple of minutes and hundreds of aliens later they had finished yet another level. They had been playing for about an hour, and Kurt was starting to grow tired of killing aliens.

"Can we do something else? I've grown tired of this game." Kurt said.

"We could play a different game." Bobby said.

"I don't want to play another game. What do you guys normally do around here when you get bored?" Kurt asked.

"Well, we don't get bored a lot with everything the mansion has to offer, but when we do, we go into town and do stuff." Warren told him.

"Oh…" Kurt said, knowing he couldn't go into town. He sighed, knowing he was doomed to yet another night with Hank, while everyone else went out.

Warren and Bobby saw that he was disappointed about not being able to go outside. They looked at each other, knowing very well that there was one place they could take him. They nodded.

"Well, Kurt, there is one place we can take you, but you can't tell anybody." Warren said, lowering his voice.

Kurt instantly felt nervous. He wasn't the type of person to lie or keep things from people, but he was tired of never being able to go out anywhere. He nodded, not caring where they took him, as long as he got to go out with them.

_**Xavier Institute – Charles Xavier's Office**_

Charles Xavier sat at his desk. He was looking at his computer, going over the results from Kurt's latest test. He was starting to understand more about Kurt's X-Gene. He was now one hundred percent sure that Kurt was from Earth.

He  
was about to open his digital journal to write about Kurt's new test, but was interrupted by the phone on his desk ringing. He picked it up.

"Hello, this is Charles Xavier." Xavier said.

"Hello, is this the Xavier Institute?" a woman's voice asked. She sounded nervous, but Charles didn't blame her. Everyone who called him was.

"Yes it is. How may I help you?" Charles asked, instantly becoming intrigued.

"My name is Ororo Munroe. Do you remember me?" The woman asked. Charles instantly smiled.

"Yes, I do remember you Ororo. It's been a long time. How are you?" Charles asked. He leaned forward. He opened up his library on his computer and pulled up a document. It was his document about Ororo.

"I am fine, thank you. I have just finished grad school, and actually I was wondering if the offer was still on the table?" Ororo asked.

"Of course it is dear. Why now?" Charles asked. There was silence for few moments.

"That's the thing, Charles. I'm in some trouble…"

_**Xavier Institute – Weight Room**_

Hank and Scott were in the weight room. Scott and Hank definitely weren't the closest friends at the Institute, but they got along well enough. They lifted weights with each other, but other than that they didn't spend time with each other at all. Maybe it was because they were just too different to be friends.

Hank lay down on the bench. The machine that Professor Xavier had made to for them to left weights was quite different. Because Hank was much stronger than any regular weight bar could handle, they used a special machine that could be used to lift much more weight than a regular bar. Scott set it at 3,000 pounds for Hank. Hank needed to warm up. They should be easy enough for him.

"So Scott, what was the yelling coming from Jean's room the other night all about?" Hank asked. He took a deep breath and then started a set with ease. Scott didn't answer for a long time.

"A week or so ago, Jean and I kissed. I went to talk to her about it, and she said she needed to think about it. I came back to help fix her fan, and she was kissing Warren. We kind of got into an argument." Scott said. He was surprised that he had just told Hank. They weren't close enough friends to do that.

Hank finished his set, and then sat up to look at Scott. "That makes sense. Jean has been really quiet recently. And so have you, my friend." Hank said. He got up and Scott lay down.

Hank set it at 400 pounds for Scott.

"I have?" Scott asked, getting ready.

"Yes. You look really upset. This isn't just about Jean is it? I know you've liked her for a really long time, but you've had your spats in the past before, and you haven't acted this upset before. Is there something else too?" Hank asked, sensing the difference in his friend. Scott didn't answer until he was done with the set.

They switched spots. Scott didn't tell Hank until the middle of Hank's set. "My brother called me the other day." Hank stopped lifting for a few seconds not saying anything because of the strain. He finished and then looked back at Scott, urging him to go on.

Scott had only met his brother a couple years ago. They didn't have a lot of contact because of their backgrounds. Whereas Scott believed that humans and mutants could live in peace, Alex hated humans.

Alex's adoptive parents were actively against mutants, so when Alex's mutant powers manifested, he was locked in his room, and abused for a year until he escaped. Professor Xavier sensed his presence and the X-Men went to help him. He came to the Institute for a while. Scott and Alex learned that they were brothers, but Alex refused to stay. He believed humans would always hate mutants.

They talked once or twice a year, but no matter how hard Scott tried to get into contact with Alex, they only spoke when Alex called him.

"He told me that Magneto had offered him a spot on the Brotherhood." Scott said. Hank couldn't see into Scott's eyes. Nobody ever could, but Hank could tell there was immense sadness in those eyes. Hank was an only child, so he could only imagine what Scott must be feeling.

Hank knew that Alex was a powerful mutant, and would be a dangerous enemy if he did join the Brotherhood. Alex and Scott had similar abilities, just like all mutant relatives. Alex absorbs cosmic energy into his cells where he can transform it into plasma. Scott absorbs solar radiation where he can transform it into his optic energy.

"What did Alex tell him?" Hank asked, knowing very well that he was pushing a little too hard.

"He hasn't decided yet. I tried to tell him that it was a bad idea, but it just made him angry. He said he knew that, but some of the things magneto told him made sense to him." Scott sighed. Hank didn't push him. He waited until he spoke again. "If he joins the Brotherhood, I won't be able to fight him." Scott said.

Hank knew he was right. Because they were brothers, their abilities didn't work on each other. They simply absorbed their energies. Hank couldn't imagine how much  
stress Scott was under.

"He said he would call me when he made his decision." Scott told Hank. Hank stood up and walked over to Scott. He patted him on the back.

"Have you told the Professor?" Hank asked. Scott shook his head. Hank couldn't imagine the awkward silence that followed.

"I'm so sorry Scott. I can only imagine… Do you want me to leave?" Hank said. The Hank that had enough social skills to sense what was wrong with Scott was long gone and he was back to his anti-social, unsure of himself, Hank.

"Yes… I think I need some time alone." Scott said. Hank left, feeling bad that he had no idea how to help his friend.

_**Xavier Institute – Xavier's Office**_

Warren knocked on the door to Professor Xavier's office. Kurt and Bobby had not accompanied him, knowing that it was best if they didn't go. They didn't want to risk messing the whole thing up.

"Come in." Charles said. Warren opened the door.

"Do you have a minute, Professor Xavier?" Warren asked. Warren had always been good at lying. It was a trait that he had mixed feelings about.

"Yes, what do you need Warren?" Professor asked, looking up from his computer. Professor Xavier always had the warmest expression on his face that made everyone talking to him like him. It made Warren feel bad about lying.

"I was wondering if Bobby, Kurt, and I could go out tonight." Warren said, remaining casual.

Professor Xavier lifted an eyebrow. "Kurt will be accompanying you?" He asked.

"Yes, he will be. We're just going for a walk in the park. Kurt hasn't got to see the town yet, so we're just going to take a walk around the park with him. We have everything covered. He's going to wear a trench coat and his hat so nobody notices him." Warren said, staying one step ahead of him like a good liar should.

"Are you going to wear your uniforms underneath?" Professor asked, referring to the costumes. Professor Xavier, Scott, and Hank were the only ones who called them uniforms.

"Yes, of course. We wouldn't want anyone sensing our mutant DNA." Warren said, adding comedy to through him off. Professor Xavier chuckled, a good sign. Warren was impressed that he had made him laugh.

"That's fine. I would accompany you, but unfortunately we have a young woman coming here tonight, and I need to be here to give her the tour. She is a young woman  
I met a long time ago. I gave her some help, and she has come quite a long ways since then." Professor said. He looked up and found that Warren was already gone.

_**Xavier Institute – Warren's Room**_

Warren, Kurt, and Bobby were getting ready for the night out. The sun was starting to go down, which marked the start of their expedition. They packed their costumes first in a bag, since you never know what's going to happen and for Professor Xavier. It was the least they could since they were lying to the man.

They dressed in semi-formal clothes, which by Warren's suggestion, were darker colors. Kurt put on his trench coat and hat. The sun was about to set. They sat in Warren's room going over themselves for a while.

"So where are we going tonight, friends?" Kurt asked. Bobby and Warren smiled at each other.

"I'll tell you on the way there." Warren said.

"Why can't you just tell me now?" Kurt said, starting to grow suspicious.

"This place is a little… taboo. Oh yeah, I almost forgot!" Bobby said. He ran out of the room, and came back with a small bottle of liquid. He walked over to the mirror and gave a few squirts on himself.

"What is that?" Kurt asked.

"It's this new cologne I got. It's supposed to make women fall in love with you." Warren cracked up laughing and Kurt couldn't help but chuckle.

"Shut up, guys. It may or may not work, but it's worth a shot." Bobby said, defensively. Warren and Kurt both made the same disgusted expression at the same time.

"Oh, that smells rancid!" Kurt said, backing away from Bobby.

"Bobby, go wash that off now! That's awful!" Warren said. Bobby glared at the guys. He didn't think it smelled that bad. He looked out at the balcony. It was almost dark.

"Shut up guys. It's time to leave anyways." Bobby said. He walked out of the room and Kurt and Warren followed, keeping their distance.

"Alright, Bobby, but you're sitting in the back." Warren said.

"Yes and the windows are going down as well." Kurt added. Bobby just shook his head, regretting the stupid idea to by the cologne.

_**Xavier Institute – Rooftop**_

Jean wondered what Warren, Bobby, and Kurt were doing. She sat on the rooftop and watched as they drove off. She sighed. She was about to go back inside, when she saw another car pull into the driveway. It was a small black car, not very expensive, but efficient.

It parked in the front of the mansion. A woman got out, and Jean was stunned. She couldn't tell much about the woman from up on the roof, but she could see the shocking white hair.

Jean let her feet dangle off the side, and she fell. She hated the feeling of falling, but she knew she could catch herself. She built the telekinetic orb around her and felt herself slow to a halt as she reached the ground.

She hadn't meant to scare the woman, but when she looked up she saw the woman staring at her in shock.

"Oh, I am so sorry. I didn't mean to scare you." Jean said instantly. Professor Xavier came out of the mansion at that moment. He looked knowingly at the pair, just as he knew everything.

"It's great to see you Ororo. I see you have the ever-exciting Jean Grey." Professor Xavier said. Jean looked down at her feet embarrassed.

"Jean, you, Scott, and Hank are actually going on a mission. Hank and Scott will fill you in. Hurry, as this is a time-sensitive case." Charles told her. Jean nodded. She stole one last glance at the young African woman with white hair and blue eyes. Jean couldn't help but wonder just what this woman had in store for the X-Men. She ran off, knowing they were already in the X- Jet waiting on her.

"It's wonderful to see you as well, Mister Xavier. I see time has changed you." She said, remembering the younger Charles Xavier who could walk, and was bald by choice, not by age. She remembered the younger Charles Xavier telling her that he had cancer on his spine. That explained it.

"Yes it has, my dear, but looking at you now I see it has changed you more." Charles said, remembering the little girl with the quick hands, scared eyes, and no idea that she was a mutant.

"Yes it has. That is mostly your doing though." Ororo said. Charles nodded and chuckled. He had always loved the conversations with Ororo. Even the younger version was witty.

They stood thinking back to that one day that had changed everything for that young girl.

_**Cairo, Egypt – 17 years ago**_

Professor Xavier watched the little girl. She came into the store every day just like him. Only he paid for his items. A fog always came in with her, shading her white hair from the man at the counter. She always grabbed a few things and put it into a basket. As she went she put some things in her pocket. She always left the basket and everything inside at the counter and walked out. With everything in her pocket. Nobody but Charles noticed that. And nobody but Charles noticed that when she left, so did the fog.

He watched her for a few days. He kept track of her, knowing exactly what she stole and leaving that money on the counter. Only one day, he wasn't the only one who saw her stealing. So did the manager.

The man started screaming in a language the Charles had yet to learn, but he could only imagine one of the words was thief. The girl was scared. She freaked out. The man ran at her. She dropped her basket and ran. A thick fog appeared out of nowhere and covered, but Charles was able to track her. Because he kept track of her mind.

He walked calmly out the store, and offered to pay for what she stole. The manager accepted. He walked a couple of blocks. The fog was starting to fade. He turned right down an alley, and sure enough there was the little girl with white hair.

He walked over to her. She was thinner up close. She looked up at him. She was weak.

"If you are here to take me stuff it's too late. I already ate and drank all of it." She said. She smirked weakly. Charles laughed. He pulled a box of crackers and a bottle of water out of his bag. He handed it to her. She hesitated at first, but then grabbed them quickly as if he would pull them away from her.

"I've been watching you. I know you've been stealing. I know that your mother died. I know you don't have anybody else." He told her. She looked up at him. She didn't seem to care.

"My mother was crazy. She said that I was blessed by the weather goddess. She died of craziness." The girl said.

"Your mother wasn't crazy. She wasn't right, but she wasn't crazy. Haven't you noticed that there are some weird weather related coincidences?" Charles asked.

"Exactly. They're just coincidences. Nothing more." She said.

"I don't believe they are. How come you are able to manifest a cloud of fog around yourself? Is that a coincidence?" He asked, knowing she was aware of that. She didn't say anything.

"Exactly. You have been blessed with a gift. You should not be forced to steal just to survive." Charles said.

"It doesn't matter if I should or should not be. Life isn't fair." She said.

"But things can be fixed. I offer that opportunity."

"I don't know what you're selling, but I'm not buying."

"On the contrary my dear, I offer only free gifts. How about we take a walk and I explain." H said, offering her a hand up. She took a drink of the water, and then grabbed his hand, liking the word free.

"My name is Charles by the way. Charles Xavier."

"Ororo." She said. A fog wrapped around them, but then it disappeared when she realized she wasn't in danger.

"I like that name."

_**X-Jet**_

"So what's going on guys?" Jean asked, hating that they were refusing to tell her because she took so long. She was a girl. What did they expect?

"Fine!" Hank said. Jean smiled, knowing that she had just broken of the most patient men in the world. "A girl in Mississippi's powers manifested, and she has absolutely no control over them." Hank said, keeping it simple from annoyance.

"What's her power?" Jean asked.

"We don't know. But with ever person she touches, she gets stronger and more confused, and the person she just touched passes out." Beast told her. Jean sighed. She was in for a long night. They still had thirty minutes before they got to Mississippi.

"Has she been taken into custody?" Jean asked.

"No, we are the only people who are going to be able to find her, because we're the only people who know who she is." Hank said. "Including her."

"What do you mean?"

"It seems with every person she touches, she forgets more and more about herself."

_**Westchester**_

"WHAT?" Kurt shouted, outraged.

"It's a mutant bar." Warren said, knowing that mutant bars were not thought very highly of.

"Those are illegal!" Kurt said.

"Only in some states, and this isn't one of them. Case Closed." Bobby said.

"Still, if the MRD shows up in Westchester that's the first place they'll look!"

"It's a secret place, only a few people know about it. Don't worry, Kurt. Everything is fine. If we get into any trouble, we can handle it." Warren said. Kurt was past the initial shock. They were parked on the curb outside of the bar. Everything they said made sense, and Kurt knew it was fine, but he had to uphold his initial overreaction.

"Okay, I guess you're right. I shouldn't have freaked out like that." Kurt said, realizing those were not the words he wanted to come out of his mouth.

"See, it is fine. Let's go." Bobby said. They got out of the car, and Kurt started feeling nervous as they walked up to the door. Warren pushed open the door and Bobby had to practically push him inside, but once he was inside he calmed down. There were only a few more people in the small bar.

The bar was small, could only hold thirty or so people. It had dim lighting, barely audible music playing, and the people all kept to themselves mostly. It was a paradise to Kurt.

They sat at a booth on the right side of the bar. A waitress walked up to them.

"Hey Bobby and Warren. Who's your friend?" The waitress asked with false enthusiasm. She was obviously freaked out by Kurt.

"This is Kurt, Mandy. He's new. We'd like three usuals." Warren said. Mandy nodded, and stole one last glance at Kurt before leaving.

Kurt looked around the bar. Everyone there seemed to be completely normal, but Kurt knew they were mutants just like him. The lady at the bar with black hair. The blonde man at a table that seemed to be waiting on somebody. Then there was the man in the corner booth by himself.

He had scruffy black hair, and seemed to be drowning his sorrows in a glass of gin. He had a cigar in his mouth. For some reason he seemed to stick out to Kurt, although he had no real features that stuck out besides his scruffy appearance.

"Who's that guy?" Kurt asked, as Mandy walked up with three Cokes.

Bobby and Warren looked over at him. "I don't know. He's new." Mandy said, walking away.

"I don't know what it is about him, but he freaks me out." Bobby said. Warren nodded in agreement. Kurt didn't agree with them. The man seemed to be troubled, and Kurt of all people knew about troubled.

**_Xavier Institute – Subbasement_**

"Oh my goddess!" Ororo said as the elevator doors opened. This level was a lot different than the upstairs levels.

"Yes, this reaction is common from all my students. It takes a while to get used to." Charles told her.

"I can understand why. This is amazing!" Ororo said in amazement. Charles led her around the subbasement. She was amazed at the sheer mass of this building, so the contents were overwhelming. There were machines she didn't even know had been invented yet, and she had finished grad school.

Charles finished the tour. He had had a question on his mind since the second he saw her, but he couldn't read her mind without her permission, and he sensed best not to press it immediately.

"So Ororo, you said that you were in some sort of trouble. Are you in danger?" Charles asked. Ororo fell silent for a moment, forgetting the high-tech world around her.

"After grad school, I started a job at a greenhouse. I was living a completely normal life, but then these men showed up at my door the other day. They said they worked for some company. They tried to kidnap me, and I've been running from them ever since." Ororo said.

"What company?" Charles said immediately, knowing quite a few people that hunted mutants.

"Weapon X." She said. Charles had only vaguely heard of them, but he knew they took a personal interest in enhancing mutants by unnatural means.

"Did they follow you here?" Charles asked, fearing for the safety of his students.

"I don't know."

**_Caldecott County – Mississippi_**

Jean, Hank, and Scott floated down to a park. Jean was having trouble tracking the girl. Her sporadic thinking was very difficult to track. Especially because she didn't know who she was. It was like she had multiple personalities, but the personalities were people she had touched.

They landed, but it only made it more difficult for Jean. She was surrounded by too many minds to find one that had so many confusing thoughts in her head.

"Can you get a lock on her, Jean?" Scott asked her. Jean looked up at him, completely forgetting the girl for a second. That was the first thing he had said to her since the other night. He stared at her through his ruby-colored visor. He noticed her staring back at him, and he looked away. Jena cursed herself under her breath.

"I need to get closer to her."

"We can make that happen." Hank said. The park was empty except for them. Everyone must have gone home when they learned that there was a mutant on the loose. Hank sniffed the air, trying to smell the scent of mutant in the area; he closed his eyes, trying to lock on something. His eyes opened quickly.

"Someone's coming. Hide." Hank said. It was an embarrassing fact that they had to hide, but it was best that few people knew they were there. Hank scrambled up the side of tree, using his claws to get a grip. Scott ran over to the same tree, and climbed, but used the limbs. Jean floated up to the top of one tree just as someone broke into the clearing.

She looked terrified. She looked over her shoulder to see if someone was following her and she tripped over a rock. She stayed on the ground for a while, crying. She sat up, and looked around her.

Jean looked over at Scott and Hank and mouthed 'that's her'. They nodded. Jean floated down to the ground, landing out of the girl's sight so she wouldn't freak out.

"Are you alright?" Jean asked. The girl looked back at her with a terrified look on her face. She backed up a little, trying to stand, but panicking far too much to make her legs work properly.

"Get away from meh. Ah don't wanna hurt you." She said.

"It's okay. You're not going to hurt me." Jean said, inserting a calming feeling into the girl's mind. The girl started breathing slower. Jean could feel the girl's mind starting to remove some of the thoughts an memories that weren't hers, but the girl still had a lot of energy in her that she had absorbed.

"Who are you?" The girl asked. Her voice was shaky, but calmer. She had a thick southern accent, an odd white stripe through her auburn hair, and pale skin, but Jean couldn't tell if it was just makeup of real. She wore gothic clothes made of leather.

"My name's Jean. I'm here to help you. What's your name?" Jean said adding telepathic support to each statement by sending it into her mind as well.

"Mah name's… Sadie?" the girl said, stating it as a question. Jean wasn't sure what the girl's real name was, but was pretty sure that wasn't it because of the fact that all the memories and thoughts of Sadie were starting to disappear. "I mean… um… call me… Rogue." The girl said much more certain this time. Jean went with it.

"Rogue! We're not going to hurt you! Come on out!" a man in the distance screamed. Rogue's mind filled with panicked thoughts again. She got up and ran over to Jean.

"Come on, you gotta help meh. If they take meh ah'll be sent to one of the mutant prisons!" Rogue said, tears streaming down her face. She started hyper-ventilating, looking over her shoulder. She wanted someone to hold her and comfort her, but it wasn't possible. Jean felt her panic, and started to do so herself but luckily Hank and Scott came down from the tree at that moment.

"Who're they?" Rogue asked, starting to shake in fear.

"Those are my friends. They're going to help you." Jean said. At that moment six MRD officers came running in from the same place Rogue had. They locked onto Rogue after a few seconds of confusion.

"Come on Rogue. You don't want to hurt anybody do ya?" One of them asked.

"Leave her alone. We're going to take her someplace safe." Cyclops said, stepping in front of Jean and Rogue protectively.

"Listen mutie. We're the police. We have to take this girl into custody. She put dozens of people into comas. She has to pay a price for that." The officer said gruffly, making everyone mad by the way he said it.

"She had no control over it!" Jean said, outraged by the man's accusation. The man shook his head and started walking towards them angrily.

"I'm not going to stand here and argue. We have direct orders to take this girl into custody!" The man said. He pushed Cyclops out of the way. Cyclops couldn't use his ability on the man without hurting him badly, but Jean could.

Jean stepped in front of the girl, and put up a protective shield around them. Beast rushed forward and pushed the man back.

"Open fire!" the officer said. They all shot their darts at them. Scott was enough out of the way not to get hit, and Beast had fast enough reflexes, but Jean's shield took all of the darts, which was too much. The shield broke and they all shot one final shot at Jean. Five darts struck her all over her body, causing her to collapse.

"JEAN, NO!" Scott screamed. Beast and Cyclops ran forward to help, but stopped, remembering the threat of darts. The officer stepped forward before Rogue could escape. He grabbed her arm in an unfortunate spot. Her arm was exposed at that spot. The officer obviously hadn't been properly informed.

The man seized up. He let out a groaning noise that was probably meant to be a scream. Rogue let out a scream of agony. She pushed the man away hard. He fell to the ground, fortunately letting go of her arm. He went unconscious the second he hit the ground.

The guards were too surprised to start shooting. Beast ran forward and grabbed the girl, making sure to grab her where her skin was covered. He threw her over his shoulder and they ran. Cyclops ran forward and grabbed Jean at the same time. By the time the guards started shooting they were far enough away to dodge.

_**Westchester – Evo Bar**_

Warren was the first to notice the tall, blonde man walk into the bar. He was wearing a leather coat with jeans. Warren kicked Bobby harder than he meant to get his attention, but it was affective. Bobby looked over at him angrily, but Warren gestured over to the men and Bobby gave a similar reaction to Kurt.

The man sniffed the air around him, a more animalistic trait than human. He smiled. He looked over at the corner booth. They looked over there too, but the man wasn't there anymore. The next thing the boys knew the scruffy man that used to be in the corner booth was sliding in with them.

"Act like I'm one of you old friends, and you have a whole bunch of questions." The man said, somehow squeezing past Kurt so he was pressed against the wall of the booth. The boys froze. The man was even more intimidating up close. "Did I stutter, bubs?" The man said angrily. Bobby was the first too act.

"Dude, it's been so long! What have you been up to?" Bobby said. The man laughed.

"You can call me Wolverine by the way, kids. Listen up; I know you saw the guy that just walked in. He's after me. I'm almost certain that he's gonna find me, but maybe your scent will cover me up. If he does find me, I have a favor to ask you. I need your help to fight him off. Can you do that?" Logan said, barely audible.

"We're not supposed to talk to strangers." Bobby said, obviously trying to act cool.

"You think you're pretty cool don't ya, kid? Just know that I'm the best at what I do, and what I do isn't very pretty. You're probably going to learn that in a minute or so because by the smell of it, the guy's making his way over here. So kids, tell me, what are your powers? Besides Old Blue over here, you look pretty worthless." Wolverine said, gesturing to Kurt, causing him to blush an even deeper shade of blue.

"Well, I have wings, little smart ass over here can create ice, and Old Blue, as you call him, a teleport. What about you? Are we gonna have to fight your battles for you?" Warren said, not liking that he was pulled into something that he had nothing to do with. Wolverine did the expected and laughed.

"No, you're gonna be back-up if I can't take him out myself. Try and seem imposing you two. Old Blue can't do all the work." Wolverine said nudging Kurt in the ribs. The man walked up to their booth at that moment.

"Nice to see you again, Logan? Who are these kids? Some new friends I don't know about?" He asked, scooting in beside Bobby and Warren. Warren looked pretty cramped.

"Yeah, cuz you know how good I am at making friends." Wolverine said, causing both of them to laugh at an inside joke.

"Look, Logan, I don't want your new friends to get hurt. So you have three options. You can come with me with no fight, we can go outside and fight or I can leap across this table now, and slash your throat out." The man said.

For the first time, Warren, Bobby, and Kurt noticed that the man was tapping his nails against the table, but they seemed to look more like claws, and they were starting to get longer.

Wolverine and Sabretooth both laughed, but at the same time they both lunged across the table at each other, and attack. Three claws extended out of Wolverine's had in an instant, and Kurt barely had enough time to teleport across the table to save Warren and Bobby from being ripped apart.

Sabretooth got the advantage and they both smashed a hole through the brick wall on the side of the building. Everyone in the bar was now staring at Kurt, Warren and Bobby who had teleported to the next booth over. The bartender was about to scream something at them, but they disappeared in a cloud of brimstone.

The next thing they knew they were in there car outside, changing into their suits.

"This can't be happening. How did we get pulled into this?" Warren said.

"We can't just stand by and let them kill each other! We have to help! It's what Professor Xavier would want us to do." Kurt said, trying to look down the alley were snarls and growls were coming from, but there car wasn't in the greatest position.

"He's right Warren. He have to help the guy. Did you see how much bigger Sabretooth was?" Bobby said amazed.

"I know, but you're just proving my point. It's not like we're the strongest people on our team, maybe we should call Professor Xavier and ask him to send someone to help." Warren said. They were all finished dressing and Kurt and Bobby were about to get out when Warren's phone rang. They stopped, hearing the lady inform them it was Professor Xavier. They froze for a moment, and then Warren reached out and answered it.

"Hello, Professor Xavier, we are kind of in an emergency right now." Warren said quickly.

"What's going on Warren? I sense you are under duress." Professor X asked.

"These mutants are in a fight. They are both really strong and are trying to kill each other. We have to stop them." Warren said.

"Alright, I will use Cerebro to analyze them and get back to you with information over the comm. link."

"Wait, Professor, can you send the others?"

"They are… preoccupied at the moment."

**_Caldecott County – Mississippi_**

Rogue, Beast, Cyclops, and Jean sat in a tree in the park. Unfortunately, The MRD agents had tracked Rogue to the park, and had surrounded all available exits. They also had patrolling agents going through the park. Until Jean was awake enough to float them up to the ship, they were stuck there.

They were having problems with Rogue as well. She was confused even more now that she touched the MRD agent, and without Jean there to calm her down, it was up to the unsocial Cyclops and Beast to calm her down.

Cyclops was worried about Jean. Five highly sedated darts put in her bloodstream was enough to put a mutant into a coma. He feared for her life, and even though he had betrayed his trust, he still found love in his heart for her.

"Who're you." She said quietly, luckily remembering that there were men below who were much more dangerous.

"I'm Cyclops and this is Beast. Don't you remember us?" Cyclops asked, confused by her sudden amnesia.

"I-I don't know." She said. She knew they looked familiar, but her brain was in such a confused state that she couldn't link their faces to names. Memories led to other memories of people she didn't know. It was all too much to take for the young woman.

"It's okay, Rogue. We're gonna get you out of this." Cyclops told her, hoping to make himself believe that as well.

_"Cyclops, please come in."_Professor said over Scott's radio. It shocked both Beast and Cyclops.

"Yes, what it is Professor?" Cyclops said, feeling excitement growing in his body at the thought.

_"You must get out of the area immediately! I have seen on the news that they are calling even more soldiers into look for the girl. You must get out of there now!"_Professor Xavier nervously said.

"I'm sorry Professor, but until Jean wakes up we can't get back up to the ship. She is in a coma right now. MRD agents shot five darts into her. When we get back I'm sure Beast will invent a device that allows us to get back up, but for now, we need Jean to wake up!" Cyclops said. Most would find that funny, but Scott hadn't meant it to be. Beast was always coming up with excuses to fix things.

_"I understand. I'm working on it."_Professor Xavier said. His voice cut out, and Cyclops didn't bother replying. He knew Professor had a plan, and he had to deal with an increasingly scared Rogue.

"What are we doing in this tree?" She asked, becoming scared by the fact that her saviors were talking to themselves.

"The men below us are trying to take you someplace where they will perform dangerous experiments and keep you captive." Beast told her.

"B-but, you aren't like that, are yah?" She asked, her accent starting to rise up again. Beast saw this as a good sign. She was starting to revert to herself again.

"No, we are going to help you, Rogue." Cyclops confirmed.

_**Westchester**_

Angel shot off from the car to get an aerial view of the fight that had now moved to the park, Iceman shot off on an ice slide, and Nightcrawler did a combination of hopping and teleporting. Iceman weaved through trees until they got to the middle of the park where the fight was taking place.

It was dark outside, and the area was illuminated by the lamps in the park. It was dark enough so nobody was in the park. The mutants at the bar had been smart enough to ditch, knowing that it might cause attention, but luckily it hadn't so far.

Sabretooth and Wolverine, as they had called each other, were obviously old acquaintances, but they were too busy trying to rip each other's heads off to catch up with each other. Wolverine picked Sabretooth up with surprising strength and threw him, making Iceman had to drop down to dodge the projectile.

"It's about time you showed up!" Wolverine screamed jumping over Iceman, barely taking a second to look back at the boys surprising new ice from. Iceman could tell that not a lot of things surprised the man anymore.

Nightcrawler had been the slowest and hadn't had to backtrack. When he reached the clearing he saw Sabretooth getting off the ground. His coat had been ripped off of him as well as other parts of his clothes. His claws had grown to full length, which was about four inches, a major feat for only ten minutes ago. His teeth seemed sharper as well, but that may have just been Kurt's imagination making up things to match his animalistic appearance.

Wolverine was running over, with similar tears in his clothing as well. He also looked surprisingly animal-like too. Sabretooth did the opposite of what any sane person would do if a man like Wolverine was running towards him and stood still, but no sane person would be running full speed at a man that looked like Sabretooth.

Wolverine leaped towards the man, and when he hit his target, instead of falling over with the man's metallic claws buried deep in his chest, he stood strong and grabbed Wolverine, and threw him. Nightcrawler could see the cuts on Sabretooth's chest starting to heal already. Nightcrawler began to worry about who they were dealing with.

Angel flew closer to the ground once he saw the group. He was about to dive onto Sabretooth, but when he got close enough to be scared by the man, he heard Professor Xavier's voice and flew back up, almost glad.

_"Angel, come in."_The older man's voice said through the link.

"Yes, Professor?" He asked.

_"I have found information on these men, and it isn't good. They are far more dangerous than I feared. Wolverine has no idea who he is, only that Weapon X is trying to capture him. He is a very confused man and that is not good considering his abilities. The other man works for Weapon X and has been personally assigned to track down Wolverine and bring him in. You must stop them, and get Wolverine to safety."_

"Will do Professor. Angel out."

Sabretooth charged the winded Wolverine. They both looked a whole lot more intimidating since Professor's news played over all their headsets. They were all stunned for a moment, but then flew into action when Sabretooth neared Wolverine.

Nightcrawler teleported in at the last second and saved Wolverine, who was getting up to fight. Iceman created ice under Sabretooth's feet, causing him to slip out let out a literal howl of pain. Iceman encased the man in ice. He escaped mere moments later causing them to retreat with fear. This man was abnormally dangerous.

Nightcrawler and Wolverine appeared in a tree. Wolverine freaked out for a moment, unsure of what was going on, but then came to his senses. He smiled at the younger man.

"I knew you were something special Blue. Now how about we stop this madman." Wolverine said, not wasting a second. He jumped out of the tree, falling to the ground and landing with ease.

Angel landed in the clearing, just as everyone else did too. Sabretooth simply laughed even though all the odds pointed against his victory.

"I see you brought your friends Wolverine. They're just as weak fighters as I thought. You can't beat me! I'm Sabretooth, the God!" the crazy man screamed, scaring away what birds were left in the park. He charged straight at Iceman, who was closest to him. Iceman panicked, and was too late by the time he put up the wall of ice in front of him. Sabretooth smashed through the fresh wall and easily tackled Iceman to the ground.

Sabretooth sat on top of the weak Iceman. He lifted up his hand and let out a deafening howl. He was about to bring his claw down hard on Bobby's face when Wolverine tackled him off the boy. Iceman let out a sigh of relief. He had almost wet his pants.

Sabretooth threw Wolverine off of him, but the second he stood up he was grabbed under his arms and shot up into the sky. Sabretooth hated the sky. He lost all advantage in the air. Angel flew high into the sky, hoping he could make Sabretooth faint from lack of oxygen in the sky. Sabretooth began panicking, and thrashing his limbs wildly. They all missed until Sabretooth's fluffy head shot back and knocked Angel out cold.

Iceman caught Angel on an ice slide, while Sabretooth howled wildly as he neared the ground. He hits, creating a loud noise heard by almost the entire town. They knew they had to get out of there soon. They had to make sure Sabretooth was alive first. Nightcrawler leaned over the older man, but the man shot a hand up at him, hitting him square in the stomach. Nightcrawler lurched, but luckily the impact was enough to make him teleport.

Wolverine didn't give Sabretooth a chance to get up. He dove on top of the man. He slashed him with his claws, giving him matching deep wounds on his chest they almost instantly began closing. Wolverine retracted his claws and punched Sabretooth repeatedly in the head, with almost superhuman speed. Anyone could plainly see there was hatred in those punches.

Sabretooth pushed Wolverine off of him. He shot up off the ground fueled by rage, and they charged each other. They tackled each other, both collapsing against each other on the ground. They rolled on the ground for a good five minutes, attacking each other and healing. Both were barely in consciousness when they both delivered a deadly blow to each other's skulls. They both collapsed onto the ground.

Angel, Iceman, and Nightcrawler stood by shocked at the display of power and strength that had just took place. They heard footsteps though, and decided to scram. They left Sabretooth on the ground, but carried Wolverine away. They ran forward and grabbed Wolverine, and Nightcrawler teleported them away in a plume of brimstone.

_**Astral Plane - Professor Xavier**_

Charles Xavier knew what he had to do. He entered the astral plane, knowing very well that five highly sedative darts was enough to put Jean in a coma. And it had. So Professor had to go in, and free her. He appeared in a temple of sorts, which belonged to his mind. Each person had a home in the Astral Plane, and this was his. Jean's was close to his, considering they were close friends in the real world.

Charles looked much different on the Astral Plane than he did in the real world. His wheelchair was no longer needed, for his mind was not crippled in any such way. He was probably the strongest person to enter the astral plane. His body in this world was muscular and nothing short of majestic. He felt power all over this body. He walked up the grandest staircase seen by anybody in the real world, to see the exit to his temple. A large marble door that opened the second Charles walked up to it.

He exited his palace to reveal a world of building much like his, but none so majestic. He immediately recognized Jean, and floated towards it, having the ability to do anything in this world. He landed in front of the house, and saw the two guards in front of it. They were meant as to keep people who meant Jean's mind harm out, but since she was in a coma, all of her guards were turning feral, trying to keep Jean safe. He knew he would find her in there, but he would have to get past the guards.

They were bat-like. With wings and skin made of midnight. The squealed like a bat and rushed towards him. Charles stuck out both of his hands at them a huge blast of energy shot forward and disintegrated their bodies. Charles missed this type of power, but didn't linger on it. The longer he waited to save her stronger her guards got. He walked up to the door and it swung open. Charles could sense the change in energy from behind him as the guards began reforming, this time with much happier intents.

He saw her. She was being attacked by her guards, who seemed to think by doing so, they would protect her. She was much more powerful in this world, which was not good for her, because that meant so were her guards. Dozens of guards surrounded her, trying to tear her apart. She was on a lifted stage in the center of the temple, with a wall of energy around it. She was stuck in there until she defeated the demons, and only then would she be free to leave the astral plane.

A circle of pink energy shot out from all sides of her. The beasts were flung back away from her, but they only came back mere moments later, allowing her only a few seconds of rest. She had obviously being going at this for a while. Charles needed to help her. He jumped from the balcony where he stood, and flew through the air with grace. He landed on the stage with power.

They saw him, and went after him, sensing he was dangerous, but he formed a giant hammer in his hand, using his mind, and swept it through the air where it flung them back. That was an amazing thing about the astral plane. Telepaths could form and reshape the astral plane the way they want. The stronger you are the more you can create and reshape, and Charles was the strongest telepath known to man. Jean saw Charles and her eyes widened. She pushed away nearby guard and ran to the man. They would have to work as a team to beat the demons.

"Professor! Thank god you're here! I can't stop them. They're too powerful." She said, fighting back tears. Charles held her for a moment and then put a field of energy around them to stop the approaching demons. He pushed her away, and looked her in the eyes.

"You are strong enough, my child. The reason they are strong is because you are. I will hold up the wall, but I need you to destroy the demons. I know you can do it." Charles said. He felt the wall coming down but then put focus into it and it stood stronger than ever. The guards clawed threw it only to have the piece they tore out reappear second later.

Jean took a deep breath. She pushed the demons back one by one at first, warming up her abilities. She then was ready and pushed all of the demons away from Charles' blue field with her pink energy. Each telepath had a different color for some reason. She then took the few moments to her advantage and floated up into the air above Charles. She surrounded herself in energy. Her eyes lit up with pink. She looked powerful. She looked like a phoenix.

The demons made it to the wall, and Jean was ready. She lifted her arms, and the demons began lifting into the air. They were surrounded by her energy. They floated at her level for a few seconds, and then they began squealing in pain. She clenched her hands into fists and many of the demons were crushed. She pushed her hands out and the demons hit the wall of energy around the stage. A few more were crushed. Only ten demons were left. She floated back to the ground and was about to go after them, but Charles held her back, knowing if she overextended herself she would go mad with power. The energy around her faded away when she sensed her mentor's energy.

He put the wall down, still with plenty of energy in him. He could shape this world anyway he wanted, and he was about to show this ability. He lifted himself into the air, much like Jean had. Blue clouds appeared above the demons. The whole room crackled with energy, and then all at once, lightning shot down form the clouds, and struck the demons. They disintegrated immediately. Jean smiled at her mentor, amazed at his power. Charles floated down to the ground. Jean ran forward to embrace her teacher, but he held her back.

"Jean, you must return to the real world with haste. Your teammates need your help." He said, wishing he could hold and comfort her, but knowing his other students were in great danger. She stopped, her eyes widening with fear for her friends. Her body immediately began disappearing.

When she was gone, her guards appeared again, this time with much regal care. They patrolled the area, making sure the area was safe for their master. Charles sighed believing even a man of his power would never understand this place. He began making his way back to his temple where he could then return to the human world.

**_Xavier Institute – Infirmary_**

Jean, Scott, Bobby, Hank, Warren, Professor, Ororo, and Rogue sat in the Infirmary. When Jean had come too she had instantly levitated them up to the X-Jet and they made their way home. They had exchanged stories with each other, and Jean put Rogue to sleep with her powers. When she woke up, all the other people she had absorbed had worn off and they were able to explain it to her one last time.

The X-Jet landed when Warren, Bobby, and Kurt drove up. They all transported their new friends down to the Infirmary where Professor was waiting with Ororo. They laid Wolverine on table and inspected him. He had minor injuries, which was incredible in itself that he had just finished a fight with Sabretooth. Charles then moved on to Rogue.

"Hello Rogue. My name is Charles Xavier. I'm sure this is all very overwhelming for you." Charles said. This had been a very hectic day for everyone in the Institute, and even for the recruits. He was proud of his students in the fact that they had stayed calm and helped as best they could.

"Yes, but you would be surprised at some of the stuff ah've seen. Ah'm not exactly your average girl." Rogue said.

"I think that you're a wonderful girl. Why don't you tell me about yourself?" Charles said. Rogue sighed.

"Mah parents weren't the nicest people. They hated mutants, and ah'm pretty sure they hated meh too. Ah ran away. They hurt meh so much. Ah was alone for almost a year until a lady found meh and took meh in. Her name was Mystique." Rogue said. Everyone in the room gasped but Ororo who was confused. Rogue looked confused beyond belief. Charles explained to her.

"Mystique is a very dangerous woman. You are lucky to be alive. Please continue with your story." Charles said, finding this young woman much more interesting than before.

"Well, she always said she was a part of some group of mutants. Ah never talked to her that much, because she left meh with one of her blind friends. Her name was Irene. Ah started feeling these weird things inside of meh. And ah started to notice something inside of meh whenever ah touched someone. Mystique said ah was becoming a mutant. She tried to make meh join her group. She said it was called the Brotherhood. Ah kept putting it off, and tonight, mah powers must have surfaced.

"Ah never meant to hurt anybody. Ah was just at some club, and some guy came up and we started dancing, and then he started screaming. People kept on touching meh trying to help and every time they did they started screaming too. Ah ran, but the cops started chasing meh. Ah was just so scared. And then you guys found meh." Rogue wasn't crying. Charles could tell she was a strong young woman.

"Professor, Logan is waking up." Kurt said, who was standing over the man's body.

"We will continue this later." He said, to the girl with the white streak in her hair.

Charles wheeled over to the stirring man. He looked at Jean and she nodded her head. A pink field of energy appeared around the man. Charles knew that if this man was hostile he could easily break out. It was better safe than sorry.

Charles fears were rightfully so, for when Logan's eyes snapped open, his metallic claws appeared out of his fists and he shot off the bed. He ran towards the first person he saw who happened to be Scott. He hit the pink field of energy, and fell back. He growled. He looked at the scared faces around him until he stopped at Kurt. He glared for a few more seconds than chuckled.

"Are these your friends, Blue?" Logan asked in his very gruff voice. He was now much calmer, but Jean and Charles could tell he was still on alert. He looked around him again, examining the room, lingering on Hank, and then settling back on Kurt.

"Yes, Logan, these are my friends." Kurt said, an obvious friendship between the two. Logan looked at Charles.

"Let me guess, you're the one who's in charge, aren't ya, bub?" Logan asked Charles.

"Yes, I am Logan. I am very pleased to have you here." Charles said.

"I wish I could say the same." He said impatiently. He tapped on pink flickering field.

"Oh, yes. I'm very sorry about that. Jean, please lower the field." Charles said. Jean looked at him hesitantly. Logan looked back at her, and she submissively lowered the field, but remained ready to life it again.

"Thanks, Red." He said to her. Jean looked at Kurt who had received a similar nickname. Kurt smiled at her, obviously fighting back chuckles.

"So, what's your name bub?" Logan asked Charles.

"My name is Professor Charles Xavier. This is my facility in which we give a home to mutants. I help them learn to control their powers as well as work to develop peace between humans and mutants. This is the basement of my facility, but I will explain all of that later. Right now, I would like to hear your story." Charles said. Logan sort of grunted.

"I don't really know much about myself, Chuck. The first thing I remember is waking up in this tub. I had this burning sensation all over my body and my claws were covered in metal. Adamantium if I'm not confused." Logan said. He lifted up his fist and he let his claws come out. Everyone jumped a little except for Charles and Kurt.

"Anyways, I escaped. I've been running ever since. I'm sort of a drifter. No matter where I go though, I can always count on Sabretooth to find me." Logan said. Bobby, Kurt, and Warren nodded their heads. Charles waited for a moment.

"So you woke up in a Weapon X lab?" Charles asked, and Logan nodded. "And Sabretooth works for Weapon X?" Logan nodded again.

"So you really don't remember anything about your life before you woke up in that tub?" Scott interjected.

"Nothing I can really make sense of." Logan said.

"Well, Logan, I would love to work with you to help you remember your life. You can stay here as long as you like. I would like to warn you though that we work to help other mutants, so there may be times when we must assist helping a mutant in need. Would you like to stay?" Charles said.

Logan pondered the offer. It would be amazing to be thought of as a hero. Everywhere he had went and everyone he had worked for since he could remember, he had been thought of as a villain. He worked for people who weren't exactly interested in helping others. Charles seemed different. He did seem concerned in helping others.

He looked around him. The other people obviously liked it here. They looked up to Charles. The place was obviously safe. Maybe for once, Sabretooth wouldn't find him. Maybe for once, he would have people who didn't hate him. That could be fun. He had said they trained. It could be fun to have a place where he could really put his skills to the test.

"I'll stay." Logan said. Charles smiled and nodded.

**_Brotherhood Lair_**

Magneto, Scarlet Witch, Quicksilver, and Mystique sat in the Brotherhood Lair. Mystique had just gotten off the phone with her friend. Her adopted daughter had been picked up by the X-Men. Mystique had spent an hour yelling at the woman, but Magneto calmed her down.

"We have to go after her!" Mystique screamed.

"No!" Magneto yelled back, sending fear down all of their spines. "I have some leads on people. She will be of no use to us. Tomorrow we will strike and seize our new recruits. The human race will be no match for us once our army has been built. These are just the first steps in building that army." Magneto said. Everyone accepted his word, knowing things would not be good for them if they argued with the man.

Suddenly the door to their abandoned building shot off its hinges and Sabretooth walked through the door in anger. Everyone was shocked for a moment, except for Magneto. He simply smiled.

"Sabretooth. What are you doing here? Did you change your mind?" Magneto asked. He had offered Sabretooth a spot on his crew a few days ago, but he had refused. He had claimed he had a good job at Weapon X, and didn't need Magneto's help.

"Weapon X fired me for not getting Wolverine!" Sabretooth said, punching a whole in the already decrepit wall.

"So does that mean you're going to work with us then?" Quicksilver said, using his speed to run up to Sabretooth and lean on his shoulder. Sabretooth shot his arm out and hit Quicksilver in the face even faster than Quicksilver could get away.

"Are you here to help us?" Magneto asked. Sabretooth glared at the man.

"ON one condition. I'm the one who kills Wolverine."

**_AN: I hope you guys really enjoyed this chapter. I worked really hard on it. I know I promised one specific reader it would be done yesterday, but I had a touch of writer's block. Please tell me what you think about this chapter and if you have any comments on what you want in the future please feel free to tell me. Thanks for reading._**


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